Nex Metals Explorations : Notice of Annual General Meeting/Proxy Form

For personal use only

Nex Metals Explorations Ltd

ACN 124 706 449

Of 45 Guthrie Street, Osborne Park WA 6017

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting

31 March 2022

Time of Meeting

2.00 pm (AWST)

Place of Meeting

The AGM will be conducted as a virtual meeting, accessible online

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

IMPORTANT INFORMATION REGARDING COVID-19:

Due to the COVID-19 pandemic, the AGM will be held as a virtual meeting. If you wish to virtually attend the AGM, please refer to the Meeting ID and Shareholder ID on your personalised proxy form to login to the meeting at www.advancedshare.com.au/virtual-meeting.

The Commonwealth Parliament has passed the Treasury Laws Amendment (2021 Measures No.1) Act 2021 which has legislated temporary modifications to the Corporations Act to allow the Notice of Meeting and other information regarding the AGM to be provided electronically and to allow shareholders to participate in the AGM using the online facility which facilitates direct voting and questions.

This Notice of Meeting can be accessed on the Company's website at https://www.nexmetals.com

Shareholders are also strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.

For personal use only

Voting by poll

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting (such a poll to be taken electronically). Shareholders who wish to vote by poll during the Meeting will be able to submit their online poll votes immediately after the Chair calls for a vote on the Resolutions. Shareholders can do this by clicking the poll button on their screen. The outcome of each Resolution will not be determined until after the conclusion of the Meeting to allow the Company Secretary sufficient time to check poll votes.

You may still attend the Meeting via the webinar if you have completed a Proxy Form but the person you have appointed as proxy will cast your vote on your behalf.

Voting by proxy

Shareholders can appoint the Chair as their proxy and provide specific instructions on how the Shareholder's vote is to be exercised on each item of business. The Chair must follow your instructions. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form attached to the Notice of Meeting.

Completed Proxy Forms should be returned to the address set out below as soon as possible, and in any event, must be received by no later than 2pm (AWST) on 29 March 2022, being no less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of Resolutions 1-3 and against Resolutions 4-6 unless the Shareholder has expressly indicated a different voting intention. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 to 6 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Participation

Shareholders will be able to participate at the Meeting by using their personalised log-in on the Proxy Form. The Meeting portal will be open to ask questions prior to the Meeting from Tuesday, 29 March 2022. Shareholders can also submit any questions in advance of the Meeting by emailing questions to the Company Secretary at admin@nexmetals.com no later than 9am (AWST) on Tuesday, 29 March 2022.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business, however it would be preferable for them to be submitted to the Company in advance of the Meeting. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important

For personal use only

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given the Annual General Meeting of Shareholders of Nex Metals Explorations Ltd (NME or the Company) will be held on 31 March 2022 commencing at 2.00pm (AWST) and will be held entirely virtually via an online Meeting platform provided by the Company's share registry, Advanced Share Registry.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the annual financial report for the financial year ended 30 June 2021, together with the reports by directors and auditors thereon.

To consider and, if thought fit, pass the following Resolutions as ordinary Resolutions:

Resolution 1: Adoption of Remuneration Report

That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company's 2021 Annual Report for the financial year ended 30 June 2021 be adopted.

Note: The vote on this Resolution is advisory only and does not bind the Directors of the Company.

Voting Exclusion Statement:

Pursuant to section 250R(4) of the Corporations Act, the Company is required to disregard any votes cast on Resolution 1 (in any capacity) by or on behalf of any of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member (together "prohibited persons").

However, a person (voter) described in subsection (4) of the Corporations Act may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in subsection (4) and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2. the voter is the Chair of the meeting and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on the Resolution; and